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Corvex And Related Urge CommonWealth Shareholders To Remove Current Value Destructive Trustees And Subsequently Have The Choice To Elect A New Board Under The Leadership Of Sam Zell

Adam Portnoy,    CommonWealth / Getty

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Corvex Management LP and Related Fund Management, LLC, whose separately managed investment funds collectively own approximately 9.6% of the outstanding shares of CommonWealth REIT (NYSE: CWH), today issued the following letter to shareholders of CommonWealth in connection with their consent solicitation.

Corvex and Related urge shareholders to vote the GOLD consent card and remove the entire Board of CommonWealth. Corvex and Related recently announced that Sam Zell and David Helfand have joined their slate of highly qualified trustee nominees that would replace the current value destructive Board. CommonWealth has set a record date of February 18, 2014, and the consent solicitation will be completed by March 20, 2014.

In a Press release Corvex and Related attached the letter to CWH shareholders is as follows:

Dear Fellow Shareholders:

After one year of obstruction and litigation by the Portnoys and their beholden Trustees, you finally have an opportunity to vote on the removal of the entire Board of Trustees and put an end to almost three decades of mismanagement and value destruction at CommonWealth REIT. We urge you to seize the moment and support us to start a new chapter in CommonWealth’s history by signing, dating and returning the enclosed GOLD consent card TODAY.


We recently announced that Sam Zell and David Helfand have joined our slate of highly qualified trustee nominees that would replace the Portnoys’ Board:

– Mr. Zell is recognized as a founding father of today’s public real estate
industry after creating three of the most successful REITs in history:
Equity Office Properties Trust (EOP), Equity Residential (EQR) and Equity
LifeStyle Properties (ELS). We are honored that Mr. Zell has agreed to
serve as Chairman of the new CommonWealth Board, if appointed by the new

– Mr. Helfand is Co-President of Equity Group Investments (EGI) and has
previously served as Executive Vice President and Chief Investment
Officer of EOP and President and CEO of ELS. We are thrilled that Mr.
Helfand has agreed to serve as CommonWealth’s CEO, if appointed by the
new Board.
Mr. Zell and Mr. Helfand bring exceptional investment, real estate and public company credentials to an already highly qualified slate of nominees. In addition, Mr. Zell and Mr. Helfand plan to bring to CommonWealth their highly qualified and experienced management team to execute on a value-driven strategy and utilize their expertise in turning around underperforming assets.


There is a choice between two paths:

— The Portnoy Path: A path of conflicted external management, value
destruction, and the absence of accountability, with which CommonWealth
shareholders are all too familiar. This is the same path that has
generated for CommonWealth shareholders a cumulative total return of a
mere 7% over a nearly 16-year span during which time CommonWealth paid
RMR approximately $800 million in fees. [1]

— The Zell Path: A path of aligned internal management and accountability
that fosters the incentives critical in building a successful company
focused on the long-term creation of shareholder value. This is the
philosophy that has guided Mr. Zell in the creation of three of the most
successful REITs in history.



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